Master Terms of Service for Senders

1.1 These terms are between OctoDoc ("OctoDoc", "we", "us") and the organization that opens an account and sends files for signature ("Customer", "you"). Together with any order form that references them, the data processing agreement (the "DPA"), and the fee schedules and policies they name, they are the "Agreement".

1.2 You accept the Agreement on the earliest of: clicking a control that says you accept it; executing an order form that references it; or creating an account and sending a File. The individual who accepts warrants that they are authorised to bind the Customer.

1.3 We may change these terms under clause 18. Continued use of the Service after a change takes effect is acceptance of that change. If you do not accept a change, your remedy is to stop using the Service and terminate under clause 16, with the prorated refund described in clause 10.

1.4 Order of precedence, highest first: an executed order form; the DPA; these terms; any policy or schedule referenced by them. Terms printed on a purchase order, a vendor portal or an invoice have no effect on the Agreement, whether or not we return the document.

1.5 This Agreement binds you and us. A Signer is not a party to it. Each Signer accepts a separate signer agreement, published further down this page, and nothing here creates a right or an obligation for a Signer against us or against you.

1.6 If a court holds a clause unenforceable, that clause is severed and the rest stands, except that clause 13 is a single allocation and its caps and carve-outs stand or fall together with the pricing that was set against them.

2.1 The Service lets you upload a PDF (a "Document"), assemble one or more Documents into a signing container (a "File"), place fields on it ("Marks"), and route it to the people who sign ("Signers") and the people who receive a copy without signing ("On Copy"). Signers and On Copy together are the "Parties". Anything held in object storage is an "object", and never a File.

2.2 We will prepare the File, deliver it to each Party, record process events in an append-only hash-chained record (the "Ledger"), apply a cryptographic PDF signature over the whole byte range of each executed Document (the "Seal"), move the File to its terminal state ("Sealed", rendered as EXECUTED in the legal register), and make the signed PDF available to the Sender and Signers.

2.3 The Service includes a signer-facing assistant ("the Margin") that answers cited factual questions from the frozen document, a share-and-track link (a "Read Link") producing a consent-gated "Reading Log", an asynchronously assembled evidence bundle (the "Proof File"), and no-account verification that a sealed PDF matches its published digest. Broader public verification and long-term-validation material are not part of the Service unless and until we make them available under clause 2.4.

2.4 Capability-dependent obligations. Where a clause of this Agreement describes a capability of the Service, our obligation under that clause attaches when we make that capability available to you, and not before. We publish what has shipped and what has not, and we will not charge for a capability that is not available.

2.5 Nothing produced by the Margin or the counter enters the signed byte range, the Seal or the certificate of signing. Every Mark bound into a Sealed File requires a human confirmation recorded against that exact geometry on that exact document version, and the sealer refuses to run without one.

2.6 Support is provided on a best-effort basis through the published support address. No plan-specific response time or 24/7 coverage is promised.

2.7 Where the Service runs. The Service runs on Vercel in the United States: the marketing pages, the sender plane, the signer surfaces, and the document work that prepares, flattens and seals a file. Private object storage, authentication and the database are provided by Supabase in the United States. An Organization's region is fixed when the Organization is created and cannot be changed afterwards; serving another region is a separate deployment, not a migration of your data.

2.8 Subprocessors are listed in a published, versioned and dated annex to the DPA. We will give at least 30 days' notice of an addition or a replacement, and you may object and terminate the affected subscription for a prorated refund if we proceed.

3.1 An account belongs to an organization (the "Organization"). The Organization has exactly one owner at a time, and everyone else in it is a member. There is no third role. The owner alone can transfer ownership, close the Organization and change what the Organization pays.

3.2 Membership is free and unlimited. Adding a person to the Organization never adds a charge, and nothing in the Service is billed per person. Every member can invite another person, revoke an invitation, read the member list, edit the Organization's profile, remove a member and send Files. Signers are never charged and use individual accounts. On Copy does not require an account.

3.3 The owner is responsible for the Organization's configuration and for keeping the member list current, and each member is responsible for the accuracy of every Party's name and email address on the Files they send. Advanced retention, stronger identity tiers, configurable Margin controls and per-tenant sending domains are not offered.

3.4 You are responsible for everything done under your account as if you had done it yourself, including acts of your members, any API credential you issue and any agent you authorise to send on your behalf. Credential compromise is your risk until you tell us, and you will tell us without undue delay.

3.5 You will not share account credentials, use the Service to send unsolicited bulk mail or phishing, attempt to reach another tenant's data, probe or test the security of the Service without our prior written permission, or resell or provide the Service to a third party except under an order form that permits it.

3.6 New accounts may carry a daily send limit because signing links are an attractive phishing carrier. A payment card is not required to open an account.

4.1 "Customer Data" means the Documents, Files, Marks, Party details, reusable PDF-form content, retained legacy template content and everything else you or a Party submits to the Service.

4.2 As between you and us, you own Customer Data and every right in it. We claim none. Signed PDFs are your records, and the fact that we host them creates no interest in them.

4.3 You grant OctoDoc a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, render, rasterise, segment, index, encrypt, hash and display Customer Data, and to disclose it to the subprocessors named in the published annex, solely to provide, secure and support the Service and to meet our obligations under this Agreement and the DPA. The license is limited to those purposes. It ends when the Customer Data is deleted or returned, except for records we are required to retain under clause 16.

4.4 OctoDoc does not use the content of your Documents to train, fine-tune, evaluate or benchmark any machine-learning model, whether our own or a third party's. That prohibition is unqualified as against us and it is not conditioned on a plan tier, a setting or an opt-out.

4.5 The Service sends every model request through Vercel AI Gateway with zero-data-retention routing required for that request. The Gateway is configured to route those requests only to providers covered by its zero-data-retention arrangements, including a prompt-training opt-out. This application control does not establish that OctoDoc has executed and filed every subprocessor agreement or addendum it needs; those documents remain conditions of making these terms effective.

4.6 We may use operational metadata that contains no document content and no Party personal data, such as counts, timings, sizes and error rates, to operate, secure, bill and improve the Service.

4.7 If the friction map is made available, it will record where Signers stall clause by clause for a single tenant from that tenant's own Files, on your instructions and under your controllership. We will not aggregate it across tenants without a separate published purpose statement, a lawful basis and an opt-out.

4.8 Confidentiality. Each party keeps the other's confidential information confidential, uses it only for the Agreement, and protects it with at least the care it applies to its own. Customer Data is your confidential information by default and needs no marking. Breach of this clause by OctoDoc sits under the super-cap in 13.3, not the general cap in 13.2. Confidentiality survives termination for so long as the information remains confidential.

5.1 "The Margin" is the deterministic signer-facing assistant and "the counter" is the deterministic sender-facing assistant. Each answers supported factual questions about a Document with an exact passage and page. Both are provided AS IS and are excluded from the service warranty in 12.1.

5.2 The Margin selects and quotes one exact grounded passage from the Document or refuses. It does not generate an explanation, definition, comparison, translation, summary, or reading. Expanded capabilities require a later amendment and the model controls stated here before they are made available.

5.3 The Margin refuses to apply law to a person's facts, to predict an outcome or enforceability, to opine on fairness or risk, to recommend signing, or to answer questions of the form "should I", "can they", "is this legal" or "will this hold up". A refusal names the governing clause and points at it.

5.4 Disclosure. Every signer-facing surface on which the Margin can appear carries the following text, always on, above the input, before the first question, never in a tooltip, never collapsible and never abbreviated:

"The Margin is software, not a lawyer. It quotes this file and cites the page it quoted. It gives no advice, it will not tell you whether to sign, and it is not a substitute for the advice of an attorney. Using it does not create an attorney-client relationship. Nothing it writes enters your signed file."

5.5 The sentence "not a substitute for the advice of an attorney" appears verbatim in that disclosure and in every refusal. You will not remove, shorten, restyle, reposition or obscure the disclosure, and you will not embed the Margin in a surface that hides it.

5.6 No advice and no reliance. Neither the Margin nor the counter gives legal advice, and no output from either is advice from us to you or to any Party. You place no reliance on that output, you will not represent to a Party that it is accurate, sufficient, a review, or a substitute for reading the Document, and you will not present it in place of the Document. Clause 14.4 records that we give no indemnity for its accuracy.

5.7 The Service does not summarise the Document, route a Signer's question to you, or offer account, template, File or jurisdiction-level Margin switches. A Signer chooses whether to ask a question; configurable controls, escalation and friction analytics require a later amendment before they are made available.

5.8 OctoDoc owns, hosts, and serves the deterministic Margin. A future model-backed Margin requires a later amendment and the controls stated here. Nothing in this Agreement designates you as the operator, deployer, or proprietor of that future system, and neither party may represent that this Agreement moves that exposure to you.

5.9 We will not publish an accuracy percentage for the Margin that has not been measured on a held-out corpus with a published methodology, and neither will you in respect of it.

6.1 You represent and warrant, for every File you send, that the File does not carry a document type that the published ruleset blocks, and that you have determined for yourself that the document may be signed electronically under the law that governs it.

6.2 OctoDoc evaluates every File against the published ruleset from the exact outgoing PDF before it is sent. An uploaded PDF, a reviewed Word conversion and a reusable PDF form use the same send gate. Retained authored compatibility records cannot enter a new send transaction. No header, flag, plan tier or support request disables the send gate. The Margin does not run on a blocked File; policy runs first.

6.3 The engine is a product control. It is not a legal opinion, it is not legal advice, and it is not a warranty that any particular document may be signed electronically in your jurisdiction. A category the engine allows is not a representation by us that your use of it is lawful. Non-coverage by ESIGN or UETA is not invalidity; it means your state's own law governs, and that is a call we are not equipped to make for you.

6.4 The federal exclusions in summary. ESIGN 15 U.S.C. section 7003(a) makes section 7001 inapplicable to laws governing wills, codicils and testamentary trusts, to state family law, and to the Uniform Commercial Code other than sections 1-107 and 1-206 and Articles 2 and 2A. Section 7003(b) additionally excludes court orders, notices and official court documents; utility service cancellation or termination notices; notices of default, acceleration, repossession, foreclosure or eviction under a credit agreement or under a rental agreement for a primary residence; health or life insurance benefit cancellation or termination notices; product recall notices affecting health or safety; and documents required to accompany the transport of hazardous materials. The table below is how OctoDoc behaves.

6.5 The current ruleset is the United States federal product boundary. State-specific warnings and rules for Germany, France, the United Kingdom, Australia, Brazil, Canada, India and Japan are not part of the current classifier and require separate counsel-reviewed releases before OctoDoc markets them as jurisdiction-specific support.

6.6 The current ruleset is published at /octodoc-policy-ruleset-v1.0.json as a versioned downloadable file carrying each rule identifier, statutory citation, effective date and an honest counsel-review status. That status is not_recorded until counsel records a review. The version in force is recorded against every File at send time and carried into later signing-loop Ledger events.

6.7 No tenant override path is currently available. A future override, if offered, may apply only to allow-with-note or jurisdictional-warning categories, must require a named individual to sign a written acknowledgement, and must be recorded. There is no override, at any price, for wills, family law, court documents, primary-residence housing notices, insurance terminations, product recalls, hazardous-materials documents, UCC Article 3 negotiable instruments or UCC Article 7 documents of title.

7.1 Each File records the identity method required of each Party and the method actually achieved. Both are printed spelled out on the face of the certificate of signing, with the verification vendor's transaction identifier where one applies. A bare tier number is never printed.

7.2 You expressly accept, for every File you send, the authentication method applied to that File and to each Party on it. You will not contest a signature as against OctoDoc on the ground that the method you selected was inadequate.

7.3 In jurisdictions where acceptance of the method by all parties is an element of validity, including Brazil under MP 2.200-2 and Law 14.063/2020 and Australia under the Electronic Transactions Act 1999 (Cth) and the state and territory Acts, the acceptance text is presented to each Party inside the flow and separately recorded. You will not disable, edit, pre-check or merge that text with any other consent.

7.4 You select the required tier per File or per reusable PDF form. The default is a link plus a one-time code sent to a telephone number the Signer supplies or confirms, because a secret the Signer created is the evidence that answers an assertion that the sender could have signed.

7.5 A sender-set access code is a convenience method only. You know the secret, so its evidentiary value against a denial by the Signer is close to zero. It is blocked on Files flagged as employment or consumer.

7.6 A signature level cannot be raised after signing. A File executed at one tier cannot afterwards be made an advanced or a qualified signature, so a document type that requires a qualified signature must be identified before the File is sent.

8.1 SMS is used for one-time passcode delivery only. We do not offer an SMS marketing channel and you will not use the Service as one.

8.2 You warrant that, for every telephone number you supply, upload, import or cause to be used on the Service, you hold the consent required by 47 U.S.C. section 227 and its implementing rules, and by any equivalent law applying to that Party, to send a text message to that number, and that the consent has not been revoked. You will honor a revocation without delay and remove the number.

8.3 Where a signature-request SMS is offered at all, it is restricted to a Signer who has already redeemed a link on that File, so that the person texted is demonstrably a party to a transaction they entered.

8.4 Statutory damages under 47 U.S.C. section 227(b) run from US$500 to US$1,500 per message and there is an active plaintiff bar. That exposure is allocated to you, because you supply the number and you hold the relationship. Clause 14.2 carries the matching indemnity.

8.5 We will surface this warranty on the send screen at the point where a number is entered, so that it is accepted by the person entering the number and not only by whoever signed the order form.

9.1 OctoDoc will designate a named employee to hold the contractual role of Records and Evidence Officer, and will publish that name. The role exists because a certification about our canonicalisation, hash chain, timestamp anchoring, signing pipeline and coordinate handling has to be made by someone who can competently testify about them, and that is not your records clerk. Until the name is published, no certification under this clause is available.

9.2 On your request, and on the terms of the published fee schedule, OctoDoc will provide: a process certification under Federal Rule of Evidence 902(13), executed by the Records and Evidence Officer, describing the process that generated your record; a hash-comparison affidavit under Rule 902(14); the certificate of signing, the Ledger and the Proof File at the versions in force when the File was Sealed; and the plain-English technical explainer of the scheme at that same version.

9.3 We will publish the fee schedule and the turnaround time for each item above, and those published figures form part of this Agreement when published. We will not change either retroactively for a request we have already accepted.

9.4 If a declaration proves insufficient, OctoDoc will make the Records and Evidence Officer available to give evidence, by deposition or at hearing, at the published rates plus reasonable expenses. This is a commitment to appear, not a best-efforts statement.

9.5 What we do not do. We do not execute the business-records certification under Rules 803(6) and 902(11) that covers your own use of the system; that is yours to sign and we supply the form. We do not give the Rule 902(11) notice to the adverse party; the Proof File carries a checklist telling your counsel to do it.

9.6 Authenticity is not admissibility. The Proof File is directed at self-authentication under Rules 902(13) and 902(14). Hearsay, relevance and every other foundation requirement remain your burden, and no clause of this Agreement should be read as a claim that a record will be received in evidence.

9.7 We will respond to a subpoena or other compulsory process addressed to us. Where the law permits, we will give you notice before producing your records so that you can object, and we will produce the narrowest set that answers the demand.

10.1 Pricing is a flat subscription per Organization, not per person. The paid plan is US$99 per Organization per month, or US$950 for a year paid annually, at the price stated on your order form or, in the absence of one, on the published price list at the time you subscribe. The free plan carries one send per calendar month and the paid plan carries fifty; above fifty in a month we raise a contact affordance in place rather than stopping work already in flight.

10.2 Never charged, on any plan: membership, however many people; Signers; On Copy; corrections to a File, however many; Marks, however many; the Proof File; the certificate of signing; public hash verification. The Seal is the same on every plan and is never gated by what you pay.

10.3 A send is the meter and a person is not. Where we meter API and agent-originated Files we meter on execution and not on send. A File that is not Sealed is not charged. A correction is not a new chargeable unit.

10.4 Cancellation is self-serve from inside the product. There is no cancellation email, no telephone step and no retention conversation as a condition of canceling.

10.5 If you cancel or terminate mid-term, we refund the unused balance of the prepaid term on a prorated basis, calculated to the day.

10.6 We give notice by email to the Organization's owner before any renewal charge, stating the amount, the date and how to cancel before it.

10.7 We do not charge an overage without warning you before the charge is incurred. If we cannot warn you, we do not charge.

10.8 Because nothing is billed per person, there is no seat to reclaim and no charge for an inactive user. Adding or removing a member never changes the invoice.

10.9 Fees are exclusive of taxes, which you pay, other than taxes on our income.

10.10 A price change applies from your next renewal only, never inside a term you have paid for, and is notified under clause 18.

10.11 If an invoice is materially overdue we may suspend under clause 16 after written notice and a cure period of at least 10 business days. Your payment obligation is one of the unlimited carve-outs in 13.4.

11.1 This is the most important clause on this page and it is stated first in plain words. OctoDoc warrants the process, the Seal and the Proof File. OctoDoc does not warrant your agreements.

11.2 OctoDoc does not warrant, represent, advise or undertake that: any agreement you send is enforceable against any person; any signature collected through the Service will be upheld, attributed to a person, or given effect by any court, arbitrator, agency or registry; any record produced through the Service will be received in evidence in any proceeding; any document you send is one that the law governing it permits to be signed electronically; or that any identity tier is sufficient for any particular transaction, counterparty or amount.

11.3 The statutes do less than they are usually said to do. ESIGN prevents a record or a signature being denied legal effect, validity or enforceability solely because it is in electronic form. UETA makes a signature attributable to a person if it was the act of that person, shown in any manner, including by showing the efficacy of the security procedure applied. Neither supplies the foundation for you. The proponent of a signature has to show it was the act of the person, and every reported loss in this area has been an evidence failure rather than a cryptography failure.

11.4 What the Service is built to do is produce that evidence: consistent metadata across every Document in a File and every File in an account, credential provenance recording whether the secret was created by the Signer or issued by you, and a certification signed by someone who can testify about the process. Whether that evidence carries the day is decided by a tribunal on facts including many we never see, such as who had access to a mailbox and what was said in negotiation.

11.5 The excluded-document ruleset in clause 6 is a product policy and not a legal opinion. That the engine allows a category is not advice that you may sign it electronically.

11.6 Nothing in the Service, the documentation, the Margin, the counter or any communication from us is legal advice. No OctoDoc employee is your lawyer, and no attorney-client relationship arises between OctoDoc and you or between OctoDoc and any Party.

12.1 OctoDoc warrants that it will provide the Service with reasonable skill and care and in a manner that materially conforms to its then-current published documentation; that it will not materially reduce the security controls of the Service during a term you have paid for; that where the Seal is applied it is applied over the exact bytes of the human-approved File and no other; and that it will not knowingly introduce malicious code into the Service.

12.2 Your remedy for a breach of 12.1 is that we re-perform the affected Service or refund the fees attributable to the affected period, at your election, and if neither is achievable you may terminate the affected subscription and receive a prorated refund. This remedy is in addition to, and not in substitution for, your rights under clause 13.

12.3 You warrant that you have authority to enter the Agreement; that you have the right to upload each Document and to send it to each Party; that Party names, email addresses and telephone numbers you supply are accurate; that you have given each Party any notice your own law requires you to give; and that clauses 6 and 8 are satisfied for every File.

12.4 Except as stated in 12.1, and subject to clause 11, the Service, the Margin, the counter, the Read Link, the Reading Log, the Ledger and the Proof File are provided "as is" and "as available". To the fullest extent permitted by law OctoDoc disclaims all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and any warranty arising from a course of dealing or a course of performance. We do not warrant that the Service will be uninterrupted or free of error.

12.5 Features labeled beta, preview or experimental, and any third-party service reached through the Service, are outside 12.1 entirely.

12.6 A statement made in marketing material, a sales call, a benchmark or a demonstration is not a warranty and does not vary this Agreement.

13.1 In this clause, "Fees Paid" means the fees actually paid by you to OctoDoc under this Agreement in the twelve months immediately preceding the first event giving rise to the claim.

13.2 General cap. Subject to 13.3 and 13.4, the total aggregate liability of each party for all claims arising out of or in connection with this Agreement, whether in contract, tort including negligence, breach of statutory duty, restitution or otherwise, is limited to the greater of Fees Paid and US$1,000.

13.3 Super-cap. For each of the following, OctoDoc's liability is limited instead to the greater of three times Fees Paid and US$250,000: breach by OctoDoc of the confidentiality obligation in 4.8; breach by OctoDoc of the DPA; a security incident caused by OctoDoc's negligence; the indemnities OctoDoc gives under 14.3(b) and 14.3(c); and statutory data-protection fines and regulatory penalties, which are carved out of the general cap in 13.2 and sit here.

13.4 Unlimited. Nothing in this Agreement limits or excludes either party's liability for fraud or fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, the Customer's obligation to pay fees, OctoDoc's intellectual-property indemnity under 14.3(a), or any liability that the applicable law does not permit to be limited.

13.5 Excluded losses. Except where a liability falls within 13.4, neither party is liable for indirect or consequential loss, or for loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings or loss of business opportunity, whether or not the loss was foreseeable and whether or not the party was advised of the possibility.

13.6 The caps in 13.2 and 13.3 are aggregate across all claims and all claim types, not per claim, and a series of connected events is a single claim. Where a claim engages both 13.2 and 13.3, the super-cap applies to that claim and amounts recovered under it also count against the general cap.

13.7 The caps are the allocation the price was set against, and they were sized to insurance rather than the other way round. OctoDoc will bind and maintain technology errors-and-omissions and cyber liability cover sized at least to the super-cap floor from the effective date of these terms, will address artificial-intelligence exposure affirmatively in that cover, and will provide a certificate on request. We will not reduce the caps during a term you have paid for.

13.8 Clause 11 is a description of what is not promised, not a limitation of liability, and it is not affected by this clause.

14.1 Procedure, both ways. The indemnified party gives prompt written notice, gives the indemnifying party sole control of the defense and settlement, and gives reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle in a way that admits fault by, or imposes a non-monetary obligation on, the indemnified party without written consent. Delay in giving notice reduces the indemnity only to the extent of the resulting prejudice.

14.2 You indemnify OctoDoc against third-party claims, and the resulting damages, settlements and reasonable legal costs, arising out of: Customer Data and the Documents you upload, including any claim that they infringe a right or disclose someone's confidential information; your breach of clause 6, including sending a document type the ruleset excludes; your breach of clause 8, including any claim under 47 U.S.C. section 227 relating to a number you supplied; your use or presentation of Margin or counter output in a way clause 5 prohibits; and your own regulated activity, including a regulatory examination or enforcement action directed at your business.

14.3 OctoDoc indemnifies you against third-party claims, and the resulting damages, settlements and reasonable legal costs, that: (a) the Service as provided by OctoDoc infringes a patent, copyright, trade mark or trade secret; (b) OctoDoc breached the DPA; or (c) a security incident was caused by OctoDoc's negligence.

14.4 What OctoDoc does not indemnify. We give no indemnity for the accuracy of the Margin's or the counter's output, for the enforceability of any agreement you send, or for the outcome of a regulatory examination of your business. A different allocation may be negotiated in an executed enterprise order form; absent that written term, this clause governs.

14.5 Which cap applies. OctoDoc's indemnity under 14.3(a) is unlimited under 13.4. OctoDoc's indemnities under 14.3(b) and 14.3(c) sit under the super-cap in 13.3. Your indemnity under 14.2 is not subject to the general cap in 13.2.

14.6 Intellectual-property remedies. If the Service is held to infringe, or we reasonably believe it may, we may procure the right to continue, modify it so it no longer infringes, or terminate the affected subscription and refund the unused prepaid fees. 14.3(a) does not apply to a claim arising from Customer Data, from a combination with anything we did not supply, from your modification of the Service, or from your use after we told you to stop.

15.1 If you are a law firm, a solo practitioner or another provider of legal services, this clause applies to you in addition to the rest of the Agreement.

15.2 The Service does not discharge, reduce or modify your professional obligations, and it does not shift any of them to us. Your obligations attach to your use of the tool, whatever the tool does.

15.3 You acknowledge ABA Formal Opinion 512 on generative artificial intelligence and accept the duties it describes as your own: competence in the technology you use, including its limitations; confidentiality, including whether entering client information into a generative-artificial-intelligence tool is a disclosure that requires the client's informed consent; communication with the client about your use of the tool; supervision of the lawyers and non-lawyers in your firm who use it; and fees that are reasonable and that do not charge the client for time not spent.

15.4 A law-firm account is shown these obligations on the profile and workspace surfaces and its owner acknowledges them, and that acknowledgement is recorded. The record exists as evidence that the disclosure was made; it is not a transfer of any duty to us.

15.5 The Margin does not practise law, is not a legal-services provider, and is not a substitute for the advice of an attorney. The unauthorised practice of law is state law with no federal enforcer, the line courts draw is between explaining law generally and applying it to a specific person's facts, and a tool lawful in one state may not be in another. Determining what your jurisdiction permits is yours.

15.6 We are not co-counsel, we take no client, and nothing in the Agreement creates an attorney-client relationship between OctoDoc and you, your client, or any Party.

16.1 We may suspend the Service, or part of it, with the shortest notice that is reasonable in the circumstances, where an invoice is materially overdue after notice and the cure period in 10.11; where the account is being used for phishing, unsolicited bulk mail or another abuse of the signing channel; where there is an active security threat to the Service or to another tenant; or where the law requires it. A suspension is scoped as narrowly as the cause allows, and we lift it as soon as the cause is resolved.

16.2 Either party may terminate the Agreement or an affected subscription for material breach that is not cured within 30 days of written notice describing the breach. You may cancel a subscription at any time under 10.4 without cause.

16.3 On termination for any reason, your signed PDFs remain available for export from the Service for the published retention period. Separately, a sealed PDF carries its own signature, so a copy you hold can be validated from the file itself, without an account and without OctoDoc, for as long as you hold it. Those are two different things and only the second is unbounded, so keep your own copies. We make no administrator-proof retention claim and no claim of hosting without end.

16.4 Objects are stored privately in Supabase Storage under tenant-prefixed, content-addressed names with overwrite disabled. The Ledger detects replacement or deletion, but this is not WORM storage and we make no Object Lock claim.

16.5 AWS Object Lock, per-File encryption keys, crypto-shredding and public erased-state verification are not offered. Their design does not create a current retention promise.

16.6 Draft Files and other erasable account data are deleted on the schedule stated in the DPA. The Service does not persist signer-Margin transcripts. Read Links, Reading Logs, any later transcript store and identity-verification evidence acquire their own schedules before they are made available.

16.7 If a paid subscription is downgraded, canceled, lapses or goes unpaid, the account becomes read-only: you can no longer send Files for signature or open read links, and you keep full access to export every File already sealed for the published retention period. We do not withhold your executed contracts to obtain payment, and we do not delete them early. Reactivating a paid subscription restores sending.

16.8 Nothing in this clause prevents a deletion or return obligation that applies under the DPA or applicable law.

16.9 Clauses 4.2, 4.4, 4.8, 9, 11, 12.4, 13, 14, 16.3 to 16.8, 17 and 19 survive termination, together with any clause that by its nature is intended to.

17.1 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, including a non-contractual dispute or claim, is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

17.2 The state and federal courts located in Delaware have exclusive jurisdiction over any such dispute or claim. Each party submits to that jurisdiction and waives any objection to it on the ground of venue, inconvenient forum or otherwise.

17.3 There is no arbitration clause in this Agreement. Disputes are decided in court. Neither party is required to arbitrate any claim, and neither party waives any right to bring, join or participate in a class, collective or representative proceeding. That is a decision, not an omission, and we will not add either clause by an amendment under clause 18 without your affirmative acceptance at renewal.

17.4 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.5 Either party may apply to any court of competent jurisdiction for interim or injunctive relief to protect its confidential information or its intellectual property, without waiving 17.2.

17.6 A Signer is not a party to this Agreement. The signer terms carry their own governing-law clause, and it takes the same position: Delaware law, Delaware courts, no arbitration and no class-action waiver.

18.1 We may change these terms. A change is made by publishing a new version at this address carrying a version number and an effective date. We do not amend a published version in place.

18.2 For a material change we give at least 30 days' notice before it takes effect, by email to the Organization's owner and in the product. A non-material change, meaning a typographical correction or a clarification that does not alter a right or an obligation of either party, takes effect on publication.

18.3 A material change that reduces your rights or increases your obligations does not apply for the remainder of a term you have already paid for, provided you object in writing before the change takes effect. It applies from your next renewal.

18.4 If you do not accept a material change, you may terminate before it takes effect and receive a prorated refund of the unused prepaid term. Continued use after the effective date is acceptance, per 1.3.

18.5 Every published version is retained and retrievable, with its version number, its effective date and a SHA-256 of its text, so that the version in force on any given date can be identified and produced. That matters because a Signer's acceptance is recorded against a version and a hash.

18.6 A change never applies retroactively to a File that has already been Sealed. The terms that govern a Sealed File are the terms in force when it was sent.

18.7 An order form may be varied only by a document signed by both parties.

19.1 A notice under this Agreement is given in writing to the address below and is effective on the next business day after it is sent, unless a non-delivery response is received.

19.2 A postal address for notice will be published here once a compliant mailbox is registered, because no cold prospecting campaign can legally ship without it.

These are the terms between OctoDoc and the person being asked to sign — deliberately short, because you did not choose this software and you are about to sign something.

1.1 OctoDoc ("OctoDoc", "we", "us") is software. A Sender uses it to send you a File for signature. The File is the object that gets signed; the PDFs inside it are Documents; the fields you fill in are Marks; everyone attached to the File — those who sign and those on copy — are Parties. You are the Signer.

1.2 The Sender chose OctoDoc. You did not. These terms cover your use of the OctoDoc software only: the screens you read the Documents on, whether a signature request or a read link brought you there, the Margin, and the controls you use to place Marks. They do not cover the agreement inside the File.

1.3 OctoDoc is not a party to the agreement you are being asked to sign. We do not draft it, negotiate it, approve it, review it on your behalf, or take a position on it. Our role is to run the software, to record how the signature came to be on the Document, and — once every required signature is on the File — to seal it and make the signed PDF available.

1.4 These terms are accepted by an affirmative act on the signer terms screen. OctoDoc will record that acceptance as an event separate from your agreement to transact electronically and separate from any statutorily required consumer disclosure. Those are three legally distinct consents and they will never be merged into a single control.

1.5 If you do not accept these terms, do not sign. Tell the Sender, who can send you the agreement by another route.

2.1 The Margin is a signer-facing feature of the OctoDoc software. It quotes the frozen File back to you and cites the page it quoted from.

2.2 The disclosure below is rendered above the Margin's input, before your first question, on every surface where the Margin can be opened. It is reproduced here verbatim:

> The Margin is software, not a lawyer. > > It quotes this file and cites the page it quoted. It gives no advice, it will not tell you whether to sign, and it is not a substitute for the advice of an attorney. Using it does not create an attorney-client relationship. > > Nothing it writes enters your signed file.

2.3 You agree that nothing the Margin outputs is legal advice, is a representation by OctoDoc or by the Sender about the meaning, effect or enforceability of the File, or creates any relationship of reliance. You agree not to rely on it in deciding whether to sign.

2.4 The Margin is built to refuse questions that call for a legal judgment — whether a clause is fair, whether it will hold up, what will happen if you breach it, whether you should sign. Where it refuses, it will name the clause that governs the question and stop there. A refusal is the designed behavior, not a fault.

2.5 The software has no control that reports an answer to the Sender or routes a question to them. If an answer appears wrong, stop relying on the software and contact support or the Sender directly.

2.6 The Margin is available on the signing surface. Account, template, File and jurisdiction-level controls are not offered.

2.7 If you want advice on what you are signing, ask a lawyer, or ask the Sender.

3.1 The Service records the evidence needed to operate and defend the signing process. The signing surface offers optional per-page dwell and maximum scroll depth only after a separate affirmative consent. It does not collect coarse location or device or network characteristics. Read links are a separate capability governed by section 2 of the published privacy notice.

3.2 Before any optional telemetry can be written, you must give an affirmative, versioned consent on a screen that describes what it covers in plain language and at the same visual weight as the rest of the screen. Declining must change nothing about your ability to sign.

3.3 A read link or signing surface treats Sec-GPC: 1 as a standing refusal of optional reading telemetry and must not ask again. The signal does not disable the strictly necessary signing record.

3.4 Read-link reading data is collected only for a Sender's own Files, under that Sender's instructions, and OctoDoc does not combine one Sender's reading data with another's.

3.5 Evidence about a sealed File, and the sealed File itself, may be retained where needed for the establishment, exercise or defense of legal claims. The Service uses administrator-removable private storage, not Object Lock, and does not claim physical undeletability.

3.6 The published signer privacy notice governs and is not restated here — what is collected, how long it is kept, who processes it, how to make an access, rectification or erasure request, and the response deadline OctoDoc commits to. It is linked from the signature-request email and the read-link screen, and named beside the control that accepts these terms on the signing screen. Where these terms and that notice disagree on a privacy question, the notice governs.

4.1 OctoDoc's identity methods run from a link alone up to a verified-identity tier that captures a government ID and a selfie for liveness. That capture produces a biometric identifier.

4.2 That tier has not shipped. No biometric identifier has been collected, captured or received through OctoDoc, and nothing in this section has anything to operate on until the tier is made available.

4.3 When it is made available, then before any capture and before any identity vendor's software loads on your screen, OctoDoc will give you written notice that a biometric identifier is being collected, state the specific purpose, state the length of term for which it will be collected and stored, and obtain your written release. An electronic signature is a written release for this purpose.

4.4 OctoDoc will publish a retention schedule and destruction guidelines before it possesses any biometric identifier. The schedule to be published is destruction on satisfaction of the purpose, or within three years of your last interaction with OctoDoc, whichever is first.

4.5 The same notice, release and destruction obligations will be imposed by contract on the identity vendor, and the published schedule will name which of OctoDoc and that vendor holds the identifier.

4.6 A Sender selects the identity method for its File. If you are unwilling to present a biometric, you may decline to sign and say so to the Sender. Where OctoDoc cannot lawfully offer the tier in your jurisdiction, it will not be offered there.

5.1 Every question about the agreement itself goes to the Sender: what it says, what it means, whether the names and amounts are right, whether the terms are acceptable, whether you should sign, and what happens after you do.

5.2 OctoDoc will not amend, correct, withdraw, cancel or interpret a File on your instruction. Only the Sender can do those things. If a File reached you in error, you may decline to sign, and you may state that you are not the right party so the Sender can route it elsewhere.

5.3 Signing does not make you a paying OctoDoc customer. Your signer account is free, you owe us nothing, and we charge you nothing.

5.4 If you and the Sender fall into dispute about the agreement, OctoDoc is not a party to it and takes no side. Where OctoDoc is lawfully required to produce its record of the signing, it will produce what that record contains, to whichever party is entitled to it.

5.5 OctoDoc will make the Documents downloadable and printable before signing and after signing, with no view-only mode. Once a File is sealed, OctoDoc will make the signed PDF available to your verified account, free, for the published retention period, together with the File's proof file once OctoDoc has assembled it after the seal. Keep your own copy, because the Service does not promise to host either beyond that period. A copy you keep does not depend on OctoDoc: the signed PDF carries its own seal, and anyone can check that seal against the digest the Sender published, without an OctoDoc account and without OctoDoc taking part, for as long as that copy exists.

6.1 The OctoDoc software is provided to you as is and as available. To the fullest extent the law allows, OctoDoc disclaims all implied warranties and conditions, including merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement.

6.2 OctoDoc does not warrant that the software will be uninterrupted, timely, secure against every attack, or free of error.

6.3 OctoDoc warrants nothing about the agreement in the File. We do not warrant that it is enforceable, that it is suitable for you, that it says what you were told it says, or that signing it is in your interest. What OctoDoc stands behind is its own process and the record that process produces.

6.4 No advice or information you obtain from OctoDoc or from the Margin creates any warranty not stated here.

6.5 Some jurisdictions do not permit the exclusion of implied warranties or of certain consumer rights. Where that is so, the exclusions above apply only to the extent permitted, and nothing in these terms excludes or limits a warranty, right or remedy that cannot lawfully be excluded or limited.

7.1 You pay OctoDoc nothing, so a cap expressed as a multiple of fees paid would resolve to zero for you. It is not used. The operative figure for a Signer is US$1,000, and the higher tier below carries a fixed floor for the same reason.

7.2 OctoDoc's total aggregate liability to you, for all claims arising out of or relating to these terms or your use of the OctoDoc software, on any theory — contract, tort, statute or otherwise — is limited as set out below. The limits are per Signer and aggregate across all claims by that Signer.

7.3 Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, data or anticipated savings, whether or not the possibility of such loss was known. This exclusion does not apply to the unlimited categories in the third row.

7.4 Nothing in this section limits any claim you have against the Sender or against any other party to the agreement, and nothing in it limits a right or remedy that cannot lawfully be limited under the law that applies to you.

8.1 These terms, and any dispute arising out of or relating to them or to your use of the OctoDoc software, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

8.2 The state and federal courts located in Delaware have exclusive jurisdiction and venue. Each party consents to personal jurisdiction there and waives any objection to that venue, including any argument of forum non conveniens.

8.3 There is no arbitration clause in these terms. Disputes go to court.

8.4 There is no class-action waiver in these terms. You are not asked to give up the right to bring, join or take part in a class, collective or representative action, and OctoDoc will not read any other provision as having that effect.

8.5 Any claim under these terms must be brought within one year of the date it arose, except where the applicable law does not permit that period to be shortened, in which case the statutory period applies.

8.6 If you are a consumer, nothing in this section deprives you of the protection of the mandatory provisions of the law of the country or state where you live, including any non-waivable right to bring proceedings in your local courts.

8.7 If any provision of these terms is held unenforceable, it is severed and the remainder continues in force. A failure to enforce a provision is not a waiver of it.

About the agreement itself — what it says, what it means, whether you should sign, or to ask for a change: contact the Sender. Their name and contact details are shown on the signing screen and in the email that carried the File to you.

About the OctoDoc software — a screen that will not load or a signed copy you cannot download: support@octodoc.org.

Privacy requests — access, rectification, erasure, or a question about what was recorded: use privacy@octodoc.org, as named in the published privacy notice.

Postal address and registered entity details will be published on this page when the operating entity is established, and these terms take effect on that date.